Important Notice
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS, WHICH MEANS THAT CLIENT AND PROVIDER EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLIENT MAY OPT OUT OF ARBITRATION BY FOLLOWING THE OPT-OUT SECTION IN THE APPLICABLE TERMS.
THESE TERMS ALSO INCLUDE IMPORTANT DISCLAIMERS, PROVIDE THE APPLICABLE SERVICE AND DELIVERABLES "AS IS" EXCEPT WHERE EXPRESSLY STATED, AND LIMIT PROVIDER'S LIABILITY AS DESCRIBED IN THE APPLICABLE TERMS.
These Terms of Development (the "Terms") govern software development services provided by Neriva LLC, d/b/a Omicron AI Software (orionsoftware.ai) with its registered address at 7901 4th St. N., Ste. 300, St. Petersburg, FL 33702 ("Provider"), to the individual or entity purchasing those services ("Client").
These Terms apply when Client accepts an implementation plan, statement of work, proposal, order form, or other written development plan provided by Provider (each, an "Implementation Plan"). The Implementation Plan contains the client-specific scope, deliverables, milestones, fees, payment schedule, timeline, assumptions, dependencies, and any special acceptance criteria. Provider and Client may each be referred to as a "Party" and together as the "Parties."
1. Services
1.1 Development Services. Provider shall perform the software development, automation, AI implementation, integration, design, advisory, or related services described in the applicable Implementation Plan (the "Services").
1.2 Deliverables. Provider shall deliver the software, documentation, configuration, designs, reports, or other work product expressly listed in the Implementation Plan (the "Deliverables").
1.3 Implementation Plan Controls Project Details. The Implementation Plan controls the specific commercial and project details of the engagement, including scope, fees, timeline, milestones, deliverables, dependencies, and acceptance criteria. These Terms control legal terms unless the Implementation Plan expressly states that it overrides a specific provision of these Terms.
1.4 Excluded Work. Provider is not responsible for work that is not expressly included in the Implementation Plan, including ongoing maintenance, hosting, monitoring, security operations, content entry, data cleanup, migration, training, support, or new features unless the Implementation Plan says otherwise.
2. Project Management and Client Cooperation
2.1 Client Responsibilities. Client shall provide timely access, information, decisions, approvals, credentials, test data, content, documentation, feedback, and personnel reasonably required for Provider to perform the Services.
2.2 Client Materials. Client is responsible for the accuracy, legality, completeness, and right to use any materials, data, prompts, files, systems, credentials, content, or instructions Client provides to Provider ("Client Materials").
2.3 Delays. Provider is not responsible for delays caused by Client, third-party services, missing access, unavailable personnel, changed requirements, inaccurate Client Materials, or circumstances outside Provider's reasonable control. Project timelines may be extended as needed to account for those delays.
2.4 Communication. Client shall designate a primary contact with authority to provide approvals and decisions. Communications through email, project management tools, shared documents, and video calls are valid written communications under these Terms.
3. Fees and Payment
3.1 Fees. Client shall pay the fees stated in the Implementation Plan according to the payment schedule stated in the Implementation Plan.
3.2 Invoices. Unless the Implementation Plan says otherwise, invoices are due within seven (7) calendar days of issuance.
3.3 Late Payment. If Client fails to pay any undisputed amount when due, Provider may pause Services, withhold Deliverables, suspend licenses, or delay project milestones until payment is received. Suspension does not waive Provider's right to payment.
3.4 Taxes and Expenses. Fees do not include taxes, duties, third-party costs, hosting fees, subscription fees, usage charges, travel, or other expenses unless expressly stated in the Implementation Plan. Client is responsible for those amounts when applicable.
3.5 No Refunds. Fees are non-refundable except to the extent expressly stated in the Implementation Plan or required by applicable law.
4. Changes
4.1 Change Requests. Client may request changes to the Services or Deliverables. Provider may accept or reject a change request in its discretion.
4.2 Change Orders. Any accepted change that affects scope, fees, timeline, dependencies, Deliverables, or acceptance criteria must be documented in writing by Provider through an updated Implementation Plan, change order, email, invoice, or project management note.
4.3 Out-of-Scope Work. Work outside the Implementation Plan is not included unless Provider expressly agrees in writing. Provider may quote out-of-scope work separately.
5. Delivery and Acceptance
5.1 Submission For Review. Provider shall submit each Deliverable or milestone for Client review when Provider determines it is ready for review.
5.2 Acceptance Period. Unless the Implementation Plan says otherwise, Client has five (5) business days after submission to accept or reject the Deliverable or milestone in writing (the "Acceptance Period").
5.3 Acceptance. A Deliverable or milestone is accepted when any of the following occurs: (a) Client provides written acceptance; (b) Client uses the Deliverable in production or for live business operations; (c) Client pays an invoice tied to that Deliverable or milestone without written reservation; or (d) Client does not provide a valid rejection before the Acceptance Period expires.
5.4 Valid Rejection. To reject a Deliverable or milestone, Client must provide written notice before the Acceptance Period expires and identify the specific material ways in which the Deliverable or milestone fails to satisfy the acceptance criteria or requirements expressly stated in the Implementation Plan.
5.5 Invalid Rejection. A rejection is invalid to the extent it is based on preferences, changed requirements, new features, third-party limitations, Client delays, Client Materials, matters outside the Implementation Plan, or minor issues that do not materially prevent the Deliverable from satisfying the stated acceptance criteria.
5.6 Remediation. If Client provides a valid rejection, Provider shall use commercially reasonable efforts to correct the identified material nonconformities and resubmit the Deliverable or milestone for review. Unless the Implementation Plan says otherwise, Client has three (3) business days to review a resubmitted Deliverable or milestone.
5.7 Finality. Accepted Deliverables and milestones are final for purposes of the applicable payment milestone. Additional changes after acceptance are handled as change requests.
6. Third-Party Services and Open-Source Software
6.1 Third-Party Services. The Services may depend on third-party platforms, models, APIs, libraries, hosting providers, payment processors, analytics tools, databases, or other services. Client is responsible for third-party accounts, fees, usage charges, approvals, and terms unless the Implementation Plan says otherwise.
6.2 Third-Party Changes. Provider is not responsible for failures, downtime, pricing changes, policy changes, model changes, API changes, rate limits, security incidents, or discontinuation of third-party services.
6.3 Open-Source Software. Deliverables may include open-source software. Open-source software is licensed under its own license terms and is not assigned to Client under these Terms.
7. AI Systems and Outputs
7.1 AI Limitations. AI systems may produce incomplete, inaccurate, biased, unsafe, or unexpected outputs. Provider does not guarantee that AI outputs will be accurate, complete, lawful, or appropriate for every use case.
7.2 Client Review. Client is responsible for reviewing, testing, approving, and supervising its use of AI-enabled Deliverables, including any human review, compliance, safety, monitoring, or audit procedures required for Client's business.
7.3 Model And Provider Changes. AI models and AI service providers may change over time. Provider is not responsible for changes in model behavior, availability, pricing, latency, safety filters, or provider policies after delivery unless ongoing support is included in the Implementation Plan.
8. Security, Data, and Access
8.1 Security Measures. Provider shall use commercially reasonable measures designed to protect systems and data under Provider's control during the engagement.
8.2 Client Systems. Client is responsible for its own systems, accounts, devices, networks, access policies, user permissions, backups, and security operations unless the Implementation Plan says otherwise.
8.3 Credentials. Client shall provide access through secure, revocable methods where reasonably available. Client should not send production passwords, private keys, or secrets through unsecured channels.
8.4 Regulated Data. Client shall not provide health information, payment card data, government identifiers, children's data, or other regulated or sensitive data unless the Implementation Plan expressly permits it and the Parties have agreed on any required safeguards.
9. Confidentiality
9.1 Confidential Information. Each Party may receive non-public information of the other Party in connection with these Terms ("Confidential Information"). Each Party shall use the other's Confidential Information solely for the purposes of these Terms, protect it with at least reasonable care, and not disclose it to third parties except to professional advisors and service providers bound by confidentiality obligations.
9.2 Excluded Information. Confidential Information does not include information that is or becomes publicly available without breach, was already known to the receiving Party, is independently developed, or is required to be disclosed by law.
9.3 Survival Period. This Section survives for three (3) years after the end of the applicable engagement.
10. Intellectual Property
10.1 Client Materials. Client retains all rights in Client Materials. Client grants Provider a non-exclusive, worldwide, royalty-free license to use Client Materials as needed to perform the Services.
10.2 Custom Deliverables. Subject to Client's payment in full of all amounts due for the applicable engagement, Provider assigns to Client Provider's right, title, and interest in the custom portions of the Deliverables created specifically for Client under the Implementation Plan.
10.3 Provider Materials. Provider retains all rights in its pre-existing materials, reusable code, frameworks, libraries, prompts, templates, tools, workflows, know-how, processes, generalized learnings, and materials developed independently of Client ("Provider Materials").
10.4 License To Provider Materials. To the extent Provider Materials are incorporated into a Deliverable, Provider grants Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use those Provider Materials solely as part of Client's internal use of the Deliverable.
10.5 No Transfer Before Payment. No ownership rights or licenses to Deliverables transfer to Client until Provider has received full payment for the applicable engagement, except for rights Client already has in Client Materials.
11. Termination
11.1 Termination For Convenience. Either Party may terminate the engagement for convenience by providing written notice unless the Implementation Plan says otherwise. Client remains responsible for fees and expenses incurred through the effective date of termination, including work performed but not yet invoiced.
11.2 Termination For Cause. Either Party may terminate the engagement if the other Party materially breaches these Terms or the Implementation Plan and fails to cure the breach within ten (10) business days after written notice.
11.3 Effect Of Termination. Upon termination, Provider may stop work, revoke unpaid licenses, disable unpaid access, and invoice Client for amounts due. Sections that by their nature should survive termination shall survive.
12. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
12.1 Limited Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner. Client's sole and exclusive remedy, and Provider's entire liability, for any breach of this warranty is, at Provider's option, re-performance of the deficient Services or correction of the deficient Deliverable.
12.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DELIVERABLES, THIRD-PARTY SERVICES, OPEN-SOURCE SOFTWARE, AI OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, OR QUIET ENJOYMENT.
12.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS AND THE APPLICABLE IMPLEMENTATION PLAN IS LIMITED TO THE FEES PAID BY CLIENT TO PROVIDER UNDER THAT IMPLEMENTATION PLAN DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, AND NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
12.4 Essential Basis. The Parties acknowledge that the disclaimers and limitations in clauses 12.2 and 12.3 form an essential basis of the bargain between them, that the pricing of the Services reflects the allocation of risk set forth in those clauses, and that those clauses will apply notwithstanding the failure of any limited remedy of its essential purpose.
13. Independent Contractor
13.1 Independent Contractor. The Provider is an independent contractor of the Client. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
14. DISPUTE RESOLUTION; BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, NOT IN COURT, AND LIMITS THE REMEDIES AVAILABLE TO THE PARTIES. EITHER PARTY MAY OPT OUT OF ARBITRATION UNDER SECTION 14.4.
14.1 Informal Resolution. Before initiating arbitration, the Parties shall attempt in good faith to resolve any dispute through direct negotiation for ten (10) business days following written notice of the dispute.
14.2 ARBITRATION. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS CONTRACT, INCLUDING THE BREACH, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, AND THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS ARBITRATION PROVISION, THAT IS NOT RESOLVED INFORMALLY SHALL BE FINALLY RESOLVED EXCLUSIVELY BY BINDING ARBITRATION THROUGH THE PLATFORM PROVIDED BY NEW ERA ADR, INC. ("NEW ERA"), IN ACCORDANCE WITH ITS RULES AND PROCEDURES FOR VIRTUAL EXPEDITED ARBITRATIONS. THE ARBITRATION SHALL BE CONDUCTED VIRTUALLY IN ENGLISH BEFORE A SINGLE ARBITRATOR. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
14.3 INDIVIDUAL BASIS. DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION AGAINST THE OTHER.
14.4 RIGHT TO OPT OUT. EITHER PARTY MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE TO THE OTHER PARTY WITHIN 15 BUSINESS DAYS OF THE DATE CLIENT ACCEPTS THESE TERMS FOR THE FIRST TIME.
14.5 Small Claims. Either Party retains its right to bring an individual claim to a small claims court of competent jurisdiction as an alternative to arbitration.
14.6 Fallback. If New Era is unavailable or unwilling to administer the arbitration, the Parties shall agree in good faith on an alternative arbitration provider, and the remainder of this Section shall apply with the substitute provider's rules.
15. General
15.1 Governing Law. These Terms are governed by the laws of the state of Florida, as well as the applicable federal laws of the United States, without regard to their conflict of laws principles.
15.2 Venue. If for any reason a dispute between the Parties proceeds in court rather than in arbitration (including because the Parties mutually agree in writing to litigate, a Party validly opts out under Section 14.4, or the agreement to arbitrate is finally determined to be wholly unenforceable) each Party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in Pinellas County, Florida, or the United States District Court for the Middle District of Florida, and waives any objection to personal jurisdiction, venue, or inconvenient forum in those courts. This Section 15.2 does not apply to small claims actions under Section 14.5 and does not limit entry of judgment on an arbitration award under Section 14.2.
15.3 Entire Agreement. These Terms, together with the applicable Implementation Plan, constitute the entire agreement between the Parties regarding their subject matter and supersede all prior discussions. Provider may update these Terms from time to time; the version in effect on the date Client accepts the applicable Implementation Plan governs that engagement.
15.4 Severability. If any provision is held unenforceable, the remainder of these Terms remains in effect.
15.5 Assignment. Neither Party may assign these Terms without the other Party's written consent.
15.6 Notices. Notices must be in writing and sent by email, to Provider at komninos@orionsoftware.ai, and to Client at the email address used for the engagement, effective upon confirmation of delivery. Each Party shall maintain a functioning email address for the duration of this contract, and for one hundred twenty (120) calendar days after completion or termination of the engagement. Each Party shall inform the other Party in case of a change in their email address.
15.7 Electronic Proof Of Service. Parties waive their rights to personal service or service through the Hague Convention of any summons, complaint, notice of arbitration, or other process, and agree that such service may be effected via email as a Notice according to section 15.6 and deemed valid service upon confirmation of delivery.
15.8 Business Day. Business day means any day other than a Saturday, Sunday, or a federal holiday in the United States.
15.9 Publicity. Provider may identify Client as a customer of Provider and use Client's name and logo in Provider's customer lists, website, and marketing materials, provided that Client may revoke this permission by written notice.